K E C International Ltd

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<dhhead>BoardsRs Report</dhhead>

To the Members of KEC International Limited

The Directors are pleased to present the Twentieth Annual Report (Integrated) of the Company together with Consolidated and Standalone Audited Financial Statements of the Company for the financial year ended on March 31, 2025.

1. FINANCIAL RESULTS

(Rs in Crore)

* Includes an amount of Rs 24 Crore, received as a part of arbitration award in FY25

2. PERFORMANCE

Overall Financial Performance

The Company continued its growth momentum with the highest ever order intake, revenue and profits. The Company has successfully undertaken several strategic initiatives and developed niche capabilities across businesses, positioning itself for sustained growth and value creation.

On a consolidated basis, the Company recorded revenue of Rs 21,847 Crore, growing by 10% over the previous year. The growth was primarily driven by T&D businesses, both India and International, as well as strong performances in the Renewables and Cables businesses. The CompanyRss EBITDA grew by 26% over the previous year and EBITDA margin expanded by 90 bps to 7.0% as against 6.1% last year. PBT increased by 71% over the previous year to Rs 727 Crore and PAT increased by 65% to Rs 571 Crore.

On the order intake front, the Company secured orders of Rs 24,689 Crore during the year, a robust growth of 36% over the previous year. Over 70% of this order intake is in the T&D business.

The Company has a well-diversified and strong order book of Rs 33,398 Crore as on March 31, 2025, which grew by 13% over the previous year.

Power Transmission & Distribution (T&D) - The T&D

business has delivered a healthy performance, achieving a milestone revenue of Rs 12,833 Crore for the year, a growth of 23% over the previous year. The growth was driven by

robust execution across both domestic and international markets. The business has significantly expanded its order book with order inflows of close to Rs 18,000 Crore across India, Middle East, Americas, SAARC, Africa, Asia Pacific, CIS and Australia.

In India T&D, the business witnessed good traction as it secured orders of over Rs 7,200 Crore, a growth of more than 20% over the previous year. The Company has considerably strengthened its order book with a series of strategic wins including multiple transmission lines and substation projects from Power Grid Corporation of India (PGCIL) and private developers. During the year, the Company achieved two important milestones - securing its first-ever STATCOM order, representing a strategic advancement in the substation value chain and strengthening its position in the High Voltage Direct Current (HVDC) space. Currently, the Company is executing an HVDC Converter station project spread over three locations and three HVDC transmission line projects. Additionally, the Company is bidding for more HVDC projects both in India and the overseas markets. The Company has successfully commissioned two Digital Substation projects of 765 and 400 kV GIS at Navsari, Gujarat, the first of their kind in India.

In International T&D, the Company continues to strengthen and broaden its global presence, recording order wins exceeding Rs 8,300 Crore, which has doubled as compared to last year driven by several high-value orders secured in the Middle East across Saudi Arabia, UAE and Oman. During the year, the Company secured its largest-ever international substation order from the UAE,

reinforcing its presence in the global substation EPC space. With the growing emphasis on localization of supplies in the Middle East, the CompanyRss manufacturing facility in Dubai provides a competitive edge and also helps in meeting the local content requirements. The business also bagged a landmark tower supply order from Australia, reflecting its strategic focus on expanding and diversifying its tower sales footprint across global markets beyond Americas and Middle East.

In SAE Towers, the business recorded revenue of Rs 1,325 Crore for the year, degrowing by 8% primarily due to the steep depreciation (nearly 15%) of the Brazilian Real (BRL) against United States Dollar (USD) over the last year. The business is witnessing significant traction with order inflows surpassing Rs 2,300 Crore, more than 2.5 times that of last year. These orders for the supply of Towers, Hardware and Poles, span across the US, Mexico, and Brazil. A significant milestone was the successful supply of hardware products to the US market, paving the way for future business expansion in this high-potential geography. The business now boasts a healthy order book of around Rs 2,000 Crore. The business could also reduce its debt by 25% from March 2024 levels to around Rs 340 Crore.

With a robust order book and increase in tendering in the T&D business, the Company embarked on a debottlenecking and capacity expansion initiative for its tower manufacturing plants with minimal investment. The Company has now completed capacity enhancements at the Dubai, Jaipur and Jabalpur plants in India. With these strategic additions, the total tower manufacturing capacity has increased by 46,000 MTPA, increasing from 4,22,200 MTPA to 4,68,200 MTPA across six locations globally. This positions the Company strongly to cater to the growing demand for transmission infrastructure, both domestically and in the international market.

The outlook for the T&D sector remains encouraging, driven by strong tendering activity across domestic and international markets. In India, the push to meet the countryRss ambitious target of 600 GW of non-fossil fuel capacity by 2032 is driving continuous investments in transmission lines, substations, and underground cabling. On the international front, the Company continues to see promising opportunities across regions such as the Middle East, Africa, CIS, and the Americas. The Middle East is witnessing strong tailwinds in the T&D sector as countries such as Saudi Arabia, UAE, and Oman build regional interconnections and scale up transmission to meet national electrification and renewable energy goals.

Civil - The business has achieved revenues of Rs 4,483 Crore, a growth of 3% over the previous year. The business strengthened its portfolio with new orders exceeding Rs 2,400 Crore during the year. These orders span diverse sectors such as factories, residential buildings and defence. The business has also diversified its customer base, onboarding several renowned clients in the industrial

and residential segments. The business is actively pursuing international opportunities especially in the water segment.

Transportation - The business has achieved revenue of Rs 2,112 Crore for the year, degrowing by 32% over the previous year largely due to a conscious decision to be very selective in order intake. The business continues to make steady progress in physical completion of projects across segments. The Company continues to remain cautious in its approach on order intake in this sector considering the margin profile, working capital scenario and execution dynamics of this business. During the year, the business has secured orders of close to Rs 2,200 Crore including maiden orders in the Ropeway and Gauge conversion segments as well as prestigious orders in the Train Collision Avoidance System (TCAS) and Tunnel ventilation segments. Most of the orders secured this year do not involve execution on main line tracks that require blocks from the client, a challenge the Company is currently facing in the completion of some of its existing Railway projects. The Company continues its focus on fast-tracking project closures, optimizing working capital and pursuing select international opportunities for growth.

Cables - The business has delivered a healthy performance with revenue of over Rs 1,800 Crore, growing 10% YoY and notable improvement in profitability. In order to unlock value and sharpen focus on the business, the Company has successfully transferred the Cables business to a wholly owned subsidiary, KEC Asian Cables Limited effective January 01, 2025. The CompanyRss commitment to product diversification and capacity expansion remains strong. During the year, the business successfully commissioned the Aluminium conductor plant at its Vadodara facility. Looking at the demand momentum, the business has now initiated doubling of its conductor manufacturing capacity. Additionally, the E-Beam and Elastomeric cables capex projects are progressing well. The business remains actively focused on exports and continues to expand its international footprint by entering new markets. A major milestone was the successful dispatch of UL-certified products, marking its entry into the US market.

Renewables - The business has delivered a strong growth of 92% over the previous year, achieving record revenue of Rs 853 Crore. The execution of existing projects is progressing smoothly, with several notable milestones accomplished during the year. The 500 MW solar project in Karnataka has been partly commissioned. Additionally, work is progressing well on the 500 MW solar project in Rajasthan. The Company continues to bid selectively for opportunities in this business.

Oil & Gas Pipelines - The business has reported revenue of Rs 363 Crore. Growth has been subdued, primarily due to a slowdown in tendering activities and execution delays caused by right of way challenges. The business has widened its footprint by securing its first order in the composite space (including design, supply and build).

The business is progressing well on the execution of its first international project in Africa. The business is pursuing more opportunities in the international markets.

3. DIVIDEND

The Board of Directors has recommended a dividend of Rs 5.50/- per equity share (275% of the nominal value of Rs 2/- per equity share) for the financial year ended March 31, 2025. The said dividend, if approved by the Members at the ensuing Annual General Meeting, would entail a cash outflow of about Rs 146.41 Crore.

I n terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”), the Company has formulated a Dividend Distribution Policy which details various considerations based on which the Board may recommend or declare Dividend.

The Policy is available on the website of the Company at https://www.kecrpg.com/policies.

4. TRANSFER TO RESERVES

The Company has not transferred any amount to reserves during the year under review.

5. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31,2025, stands at Rs 53.24 Crore.

During the year under review, the Company, raised an amount of Rs 870.16 Crore, by way of Qualified Institutional Placement (“QIP”), by issuing and allotting 91,11,630 Equity Shares of face value of Rs 2 each fully paid up at an issue price of Rs 955 per Equity Share (including premium of Rs 953 per Equity Share) to eligible Qualified Institutional Buyers, in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended, and the Companies Act, 2013 read with the rules made thereunder, as amended (“Act”).

Consequent to QIP, the issued and paid-up Equity Share Capital of the Company was increased from Rs 51.42 Crore to Rs 53.24 Crore, during the year.

6. DEPOSITS

During the year under review, the Company has not accepted deposits from the public falling within the ambit

of Section 73 of the Act. As on March 31,2025, there were no deposits lying unpaid or unclaimed.

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company funds its subsidiaries, from time to time, in the ordinary course of business and as per the funding requirements, through equity, loan and/or guarantee(s) to meet working capital requirements.

The loans given, investments made and guarantees given and securities provided, if any, during the year under review, are in compliance with the provisions of Section 186 of the Act and details thereof are given in the notes to the Standalone Financial Statements.

8. CONSOLIDATED FINANCIAL STATEMENTS

I n accordance with the provisions of sub-section (3) of Section 129 of the Act and relevant SEBI Listing Regulations, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies, forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.

9. SUBSIDIARY AND ASSOCIATE COMPANIES

As on March 31, 2025, the Company has 18 (eighteen) subsidiaries, comprising 8 (eight) direct subsidiaries and 10 (ten) step-down subsidiaries. The Company has 1 (one) associate company.

During the year under review, pursuant to approval of the Board of Directors of the Company at its meeting held on July 26, 2024, and on receipt of Certificate of Incorporation, a subsidiary in the name of KEC Asian Cables Limited (“KACL”) was incorporated on October 01, 2024, to serve as the operating entity of the Cables Business of the Company. Accordingly, the Cables Business of the Company was transferred to KACL, as a going concern on a slump sale basis, effective January 01,2025.

Performance Highlights

Pursuant to the provisions of sub-section (3) of Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the salient features of the Financial Statements of each of the subsidiaries and associate companies are set out in the prescribed Form AOC-1 and the same forms part of the Financial Statements section of this Annual Report.

The performance highlights of operating subsidiaries and their contribution to the overall performance of the Company during the financial year ended March 31, 2025 are as under:

*From the date of incorporation i.e. for the period October 01, 2024 to March 31, 2025

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of these subsidiaries are uploaded on the website of the Company i.e. www.kecrpg.com under RsInvestorsRs tab. Further, in terms of the SEBI Listing Regulations, the Company has formulated a policy for determining its material subsidiaries and the same is available on the website of the Company at https:// www.kecrpg.com/policies.

10. DIRECTORSRs RESPONSIBILITY STATEMENT

Pursuant to the provisions of clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Act, the Board of Directors of the Company hereby confirm that:

1. i n the preparation of the annual accounts for the financial year ended on March 31,2025, the applicable Accounting Standards have been followed and no material departures have been made from the same;

2. we have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31,2025 and of the profit of the Company for the year ended on March 31, 2025;

3. we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. we have prepared the annual accounts for the financial year ended on March 31, 2025 on a going concern basis;

5. we have laid down internal financial controls and the same have been followed by the Company and that

such internal financial controls are adequate and were operating effectively; and

6. we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT, BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT AND CORPORATE GOVERNANCE REPORT

I n terms of Regulation 34 of the SEBI Listing Regulations, a separate section on Management Discussion and Analysis Report, Business Responsibility and Sustainability Report and Corporate Governance Report together with a certificate from a Practicing Company Secretary confirming compliance with the provisions relating to Corporate Governance of the SEBI Listing Regulations are set out and form part of this Annual Report.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL

12.1 Directors

The Board composition of the Company as on March 31, 2025, was as under:

Details of changes in the Board composition during the year under review and until the date of this Report, are as under:

Appointment

i. The Board and Members of the Company approved the appointment of Ms. Neera Saggi as an Independent Director of the Company, for a term of five years, with effect from March 27, 2024.

ii. The Board and Members of the Company approved the appointments of Mr. Vimal Bhandari and Dr. Shirish Sankhe as Independent Directors of the Company, for a term of five years, with effect from May 07, 2024.

iii. The Board and Members of the Company approved the appointment of Mr. Arvind Singh as an Independent Director of the Company, for a term of five years, with effect from June 01,2024.

Re-appointment

i. The Board and Members of the Company approved the re-appointment of Mr. Vimal Kejriwal as the Managing Director and CEO of the Company for a period of one year with effect from April 01,2025.

ii. The Board and Members of the Company approved the re-appointments of Mr. Vikram Gandhi and Mr. M. S. Unnikrishnan as Independent Directors of the Company, for a second term of five years with effect from August 07, 2024 and November 08, 2024, respectively.

The Board approved the appointments/re-appointments on the recommendation of the Nomination and Remuneration Committee, which in terms of the provisions of the Act and the SEBI Listing Regulations, reviewed and evaluated the composition of the Board, including the skills, knowledge and experience of the Directors.

Cessation

i. Mr. A.T. Vaswani resigned as Independent Director of the Company with effect from April 11, 2024, end of the day on account of his advancing age and related health issues.

ii. On completion of their respective tenures, Mr. Ramesh Chandak ceased to be an Independent Director of the Company with effect from May 07, 2024, end of the day, and Mr. D. G. Piramal and Mr. S. M. Trehan ceased to be Independent Directors of the Company with effect from July 27, 2024, end of the day.

The Board has placed on record its appreciation for the contributions made by the above Independent Directors during their association with the Company.

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Additionally, pursuant to the provisions of sub-section (6) of Section 152 of the Act and Articles of Association of the Company, Mr. Vinayak Chatterjee, Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The agenda item with respect to the re-appointment of Mr. Vinayak Chatterjee along with his brief resume, expertise and other details as required in terms of sub-regulation

(3) of Regulation 36 of the SEBI Listing Regulations and Secretarial Standard - 2 on General Meetings, forms part of the Notice convening the ensuing Annual General Meeting.

12.2 Key Managerial Personnel

Details of Key Managerial Personnel of the Company as on March 31,2025, are as under:

1. Mr. Vimal Kejriwal, Managing Director & Chief Executive Officer;

2. Mr. Rajeev Aggarwal, Chief Financial Officer; and

3. Mr. Suraj Eksambekar, Company Secretary.

Details of changes in the Key Managerial Personnel during the year under review and until the date of this Report, are as under:

(i) Mr. Amit Kumar Gupta, Company Secretary and Compliance Officer of the Company, resigned with effect from close of business hours on May 09, 2024.

(ii) Mr. Suraj Eksambekar was designated as the Compliance Officer in terms of the SEBI Listing Regulations with effect from May 10, 2024 and was appointed as the Company Secretary of the Company w.e.f. July 26, 2024.

12.3 Declaration by Independent Directors

I n terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation 16 of the SEBI Listing Regulations including amendments thereof, the Company has received declarations from all the Independent Directors of the Company that they meet the criteria of independence, as prescribed under the provisions of the Act and the SEBI Listing Regulations, as amended. There has been no change in the circumstances affecting their status as an Independent Director during the year. Further, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee(s) of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold the highest standards of integrity. The Independent Directors of the Company are compliant with the provisions of Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014.

12.4 Board Evaluation

The Board has carried out an annual performance evaluation of its own performance, the Directors individually and of its Committees pursuant to the provisions of the Act and the SEBI Listing Regulations.

The Board evaluation was conducted through a structured questionnaire designed based on the criteria for evaluation laid down by the Nomination and Remuneration Committee. In order to have a fair and unbiased view of all the Directors, the Company engaged the services of an external agency to facilitate the evaluation process.

A meeting of Independent Directors was held on March 06, 2025, chaired by Mr. M. S. Unnikrishnan, Lead Independent Director for the meeting, to review the performance of the Chairman and other Non-independent Director(s) of the Company and the performance of the Board as a whole as mandated by Schedule IV of the Act and the SEBI Listing Regulations. The Independent Directors also discussed the quality, quantity and timeliness of flow of information between the Company management and the Board, which is necessary for the Board to effectively and reasonably perform their duties. The feedback of the meeting was shared by Lead Independent Director with the Board of the Company.

The action areas identified out of evaluation process have been discussed and are being implemented.

12.5 Familiarization Program for Independent Directors

The details of the induction and familiarisation programme are explained in the Report on Corporate Governance forming part of this Annual Report and are also available on the CompanyRss website i.e. www.kecrpg.com under RsInvestorsRs tab.

12.6 Policy on Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel

The Board of Directors has adopted a Nomination and Remuneration Policy in terms of the provisions of sub-section (3) of Section 178 of the Act and the SEBI Listing Regulations dealing with appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel.

The Policy covers criteria for determining qualifications, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The said Policy, as amended, is annexed to this Report as Annexure RsARsand is also available on the CompanyRss website i.e. www.kecrpg.com under RsInvestorsRs tab.

12.7 Meetings of the Board of Directors

During the year under review, the Board of Directors met six times. The details are given in the Corporate Governance Report forming part of this Annual Report.

12.8 Committees of the Board

The Board has duly constituted committees namely Audit Committee, Nomination and Remuneration Committee, Sustainability and Corporate Social Responsibility Committee, StakeholdersRs Relationship Committee, Risk Management Committee and Finance Committee, which function according to their respective roles and defined scope.

Details of composition, terms of reference and number of meetings held during the financial year 2024-25 for all the committees are given in the Report on Corporate Governance forming part of this Annual Report.

13. AUDITORS

13.1 Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, Price Waterhouse Chartered Accountants LLP, Chartered Accountants (Firm Registration No. 012754N/N500016), were appointed as the Statutory Auditors of the Company to hold office for a second term of five years from the conclusion of the Seventeenth Annual General Meeting until the conclusion of the Twenty Second Annual General Meeting.

The Statutory AuditorsRs Report for FY 2024-25 does not contain any qualifications, reservations, adverse remarks or disclaimers and no fraud was reported by the Auditors under sub-section (12) of Section 143 of the Act.

13.2 Cost Auditors

In terms of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Company is required to maintain cost records in respect of its steel manufacturing facilities in India and have the cost records audited by a qualified Cost Accountant.

The Board of Directors of the Company at its meeting held on May 26, 2025, on the recommendation of the Audit Committee, approved the appointment of M/s. Kirit Mehta and Co., Cost Accountants (Firm Registration No.: 000353) as the Cost Auditors for FY 2025-26 and has recommended their remuneration to the Members for ratification at the ensuing Annual General Meeting. The Cost Auditors have furnished a certificate of their eligibility and consent for appointment.

The Cost AuditorsRs Report for FY 2023-24 does not contain any qualifications, reservations, adverse remarks or disclaimers and no fraud was reported by the Cost Auditors under sub-section (12) of Section 143 of the Act. The said Cost Audit Report was fled with the Ministry of Corporate Affairs on August 21, 2024.

13.3 Secretarial Auditors

I n terms of the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Parikh Parekh & Associates, Peer Reviewed Firm of Company Secretaries in Practice, as Secretarial Auditors to conduct Secretarial Audit for FY 2024-25. The Secretarial Audit Report in Form MR-3 is annexed to this Report as Annexure RsBRs. The said Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks and no fraud was reported by the Secretarial Auditors under sub-section (12) of Section 143 of the Act.

The Board of Directors of the Company, at its meeting held on May 26, 2025 on recommendation of the Audit Committee and pursuant to the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations, has approved the appointment of M/s. Parikh Parekh & Associates, as Secretarial Auditors for a term of five consecutive years, commencing from FY 2025-26 till FY 2029-30, subject to the approval of the Members at the ensuing Annual General Meeting. The Secretarial Auditor furnished a certificate of their eligibility and consent for appointment.

14. SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY

The Sustainability and Corporate Social Responsibility (“SCSR”) Committee of the Board of Directors inter aliagives strategic direction to the Corporate Social Responsibility (“CSR”) initiatives, formulates and reviews annual CSR plans and programmes, formulates annual budget for the CSR programmes, monitors the progress on various CSR activities and Sustainability. The sustainability areas inter alia include a review of the performance on sustainability goals, targets and strategy, review and recommendation of Sustainability Report to the Board. Details of the composition of the SCSR Committee have been disclosed separately as part of the Corporate Governance Report forming part of this Annual Report.

The CSR Policy of the Company adopted in accordance with Schedule VII of the Act, outlines various CSR activities to be undertaken by the Company in the areas of promoting education, enhancing vocational skills, promoting healthcare including preventive healthcare, community development, heritage conservation and revival, etc. The CSR Policy of the Company is available on the CompanyRss website i.e. www.kecrpg.com under RsInvestorsRs tab.

The Company, in line with sub-rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, carried out impact assessment through an independent agency in FY 2024-25 for the applicable projects. The Impact Assessment Report is available on your CompanyRss website at https://www.kecrpg.com/ corporate-governance-csr.

During the year under review, the Company continued with its ongoing CSR programmes in terms of the Annual Action Plan of the Company. The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Report as Annexure RsCRs.

15. CODE OF CORPORATE GOVERNANCE & ETHICS AND POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company has adopted the RPG Code of Corporate Governance & Ethics (“the RPG Code/the Code”) which is applicable to all the Directors and Employees of the Company. The Code provides for matters related to governance, compliance, ethics and other matters. The Code lays emphasis amongst others that all the activities and business conducted are free from the influence of corruption and bribery in line with the anti-corruption and anti-bribery laws and the Anti-Bribery and Anti-Corruption Policy and the Conflict-of-Interest Policy adopted by the Company. The Corporate Governance & Ethics Committee oversees the ethical issues and acts as a central body to monitor the compliance of the Code. The Company conducts regular awareness workshops on the Code and related policies for employees right from the induction stage to periodic refresher courses/assessments on a mandatory basis to refocus them towards compliance of these policies.

I n accordance with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted a Policy on Prevention of Sexual Harassment at Workplace (“POSH Policy”) to ensure prevention, prohibition and redressal of sexual harassment at workplace. The POSH Policy has been formed to prohibit, prevent, and deter the acts of sexual harassment at workplace and to provide the procedure for redressal of complaints pertaining to sexual harassment. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company values and hence provides an equal employment opportunity and is committed for creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. The Company also believes that all employees of the Company have the right to be treated with dignity. The orientation programs for new employees include awareness sessions on prevention of sexual harassment and upholding the dignity of employees. During the year, the Company conducted awareness workshops for all the employees. Two complaints were received during the year under the POSH Policy which were resolved.

16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism, as envisaged under the provisions of sub-section (9) of Section 177 of the Act, the Rules framed thereunder and Regulation 22 of

SEBI Listing Regulations for the Directors, its Employees as well as external stakeholders (customers, vendors, suppliers, outsourcing partners, etc.) to raise their concerns or observations without fear, or report instances of any unethical or unacceptable business practice or event of misconduct/unethical behavior, actual or suspected fraud and violation of RPG Code, etc.

The Policy provides for protecting confidentiality of those reporting violations as well as evidence submitted and restricts any discriminatory practices against complainants. The Policy also provides for adequate safeguards and protection against victimization of persons who avail such mechanism. To encourage employees to report any concerns and to maintain anonymity the Policy provides direct access for grievances or concerns to be reported to the Corporate Governance & Ethics Committee, a Committee constituted for the administration and governance of the Policy. The Policy also facilitates direct access to the Chairman of the Audit Committee in appropriate and exceptional cases. The Policy can be accessed on the CompanyRss website i.e. www.kecrpg.com under RsInvestorsRs tab.

17. RISK MANAGEMENT POLICY

The Company is a global infrastructure major engaged in Engineering, Procurement and Construction business and is exposed to various risks in the areas it operates. In a fast-changing and dynamic business environment, the risk of geo-political and economic uncertainties, commodity price variation and currency fluctuation, interest rate fluctuation, execution and safety challenges and cyber threats have increased manifold. The CompanyRss Risk Management Policy outlines guidelines in identification, assessment, measurement, monitoring, mitigating and reporting of key business risks associated with the activities conducted. The risk management mechanism forms an integral part of the business planning and review cycle of the Company.

The Policy is designed to provide reasonable assurance towards achievement of its goals by integrating management control into daily operations, ensuring compliance with legal requirements and safeguarding the integrity of the CompanyRss financial reporting and the related disclosures.

The Company has a mechanism in place to inform the Risk Management Committee and Board members about risk assessment, minimization procedures and periodical review thereof. The Risk Management Committee of the Company inter alia reviews Enterprise Risk Management functions of the Company and ensures appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company.

The Committee periodically validates, evaluates and monitors key risks and reviews the measures taken for risk management and mitigation. The key business risks faced

by the Company and the various mitigation measures taken by the Company are detailed in the Management Discussion and Analysis section forming part of this Annual Report.

18. INTERNAL FINANCIAL CONTROL

Details in respect of the adequacy of internal financial controls with reference to the Financial Statements are stated in the Management Discussion and Analysis section forming part of this Annual Report.

19. RELATED PARTY TRANSACTIONS

All transactions entered into by the Company with related parties were in the ordinary course of business and at armRss length basis. The Audit Committee grants an omnibus approval for the transactions that are in the ordinary course of the business and repetitive in nature. For other transactions, the Company obtains specific approval of the Audit Committee before entering into any such transactions. For material related party transaction, the Company obtains prior approval of the Members of the Company. A statement giving details of all Related Party Transactions is placed before the Audit Committee on a quarterly basis for its review. Disclosure of related party transactions as required under Indian Accounting Standards-24 have been made in the Note No. 55 to the Standalone Financial Statements.

There are no materially significant related party transactions entered into by the Company with its Directors/Key Managerial Personnel or their respective relatives, the CompanyRss Promoter(s), its Subsidiaries / Joint Ventures / Associates or any other related party, that may have a potential conflict with the interest of the Company at large.

The Policy on related party transactions, as formulated by the Board, is available on the CompanyRss website i.e. www.kecrpg.com under RsInvestorsRs tab.

20. ANNUAL RETURN

As required under Section 92 and Section 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of Annual Return of the Company is available on the website of the Company i.e. www.kecrpg.com under RsInvestorsRs tab.

21. ENVIRONMENT HEALTH AND SAFETY (EHS)

The Company has undertaken comprehensive measures to ensure the effective and consistent implementation of Environment, Health, and Safety (EHS) management. In keeping with its overarching goal of creating an incident-free workplace for all stakeholders, the Company has taken extensive steps to guarantee the efficient and uniform application of EHS management principles across all of its verticals. The Company maintains certification under the international standards of the Integrated Management System as part of its commitment to EHS excellence. These standards include ISO 9001:2015 for quality management, ISO 14001:2015 for environmental

management, ISO 45001:2018 for occupational health and safety management at its sites, projects, and plants and ISO 50001:2018 for energy management at its plant locations.

The Company has taken a significant step forward by adopting the RAKSHA digital platform for EHS reporting and the BRSR Tool for ESG compliance. These digital systems enable data-driven decision-making, strengthen safety standards and ensure robust regulatory compliance. The transition to digital EHS reporting has improved operational efficiency, streamlined processes, and facilitated real-time reporting and issue escalation.

Introduction of features such as E-work permits, Last-minute Risk Assessment (LMRA), Hazard Identification and Risk Assessment, Safety MIS, EHS Assessments, Unsafe Act/ Unsafe Conditions, Communication of Risks and Control Measures, incident reporting, incident investigation and parallel implementation and Comprehensive Fatality Prevention Plan across all verticals in the RAKSHA app has helped improve EHS compliances.

The CompanyRss continuous investment in advanced technologies, such as Virtual Reality (VR), reflects its commitment to enhancing industry-specific EHS training. By prioritizing risk-based safety measures and skill development, the Company fosters a culture of continuous improvement and safety across all verticals. The integration of VR with other state-of-the-art tools allows employees to engage in immersive, real-world training scenarios, effectively preparing them to identify and manage potential threats.

The Company has received numerous EHS awards and appreciations from its clients and other reputed organizations throughout the year, including the British Safety Council, the National Safety Council of India, Greentech Foundation, RoSPA Awards, Construction Industry Development Council (CIDC), SKOCH, Transformance Forum, Green Seal- Brazil, ENOWA-NEOM- KSA, Afri-SAFE Awards, UBS Forum and Vishwakarma Awards.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has a strong commitment towards conservation of energy, natural resources and adoption of latest technology in its areas of operation. The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under clause (m) of sub-section (3) of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this Report as Annexure RsDRs.

23. PARTICULARS OF EMPLOYEES

I n terms of the requirements of sub-section (12) of Section 197 of the Act read with sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time,

the disclosures pertaining to the remuneration and other details, are annexed to this Report as Annexure RsERs.

The statement containing names and other details of the employees as required under sub-section 12 of Section 197 of the Act read with sub-rules (2) & (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Annual Report. In terms of sub-section (1) of Section 136 of the Act, the Annual Report is being sent to the Members and others entitled thereto, excluding the aforesaid information. The said information is open for inspection and any Member interested in obtaining a copy of the same may write to the Company.

24. HUMAN RESOURCE/ INDUSTRIAL RELATIONS

The Company recognizes that its employees are its greatest asset, with talent serving as the key driver of its competitive advantage. Committed to nurturing this talent, the Company continues to strengthen its capabilities by building dedicated talent pipeline and offering opportunities for skill enhancement across Behavioural, Technical, Functional, and Digital domains. A strong focus on learning and development initiatives ensures continuous upskilling and growth for its workforce.

Employee well-being remains at the heart of the CompanyRss initiatives. The CompanyRss Happiness Quotient—a holistic measure of workplace satisfaction improved to a healthy 84%, reflecting a three-point increase from the financial year 2022- 2023. This reflects its steadfast commitment to fostering a supportive and engaging work environment. By prioritizing growth, culture, recognition, and work-life balance, the Company continues to enhance employee satisfaction. The Company has made significant investments in KECares, its comprehensive wellness initiative that encompasses physical, mental, and financial well-being.

Diversity and Inclusion are core values embedded in the CompanyRss culture. By ensuring equal opportunities for all, the Company cultivates a dynamic and inclusive workforce that drives innovation and collaboration. Aligned with this vision, the Company has witnessed an increase in its diversity ratio from 5.8% in the financial year 2023-24 to 7.1% in the financial year 2024-25.

Employee relations remained harmonious throughout the year. As of March 31, 2025, the Company had 6,452 permanent employees, excluding subsidiaries. The Board extends its sincere appreciation to all employees for their dedication, teamwork, and unwavering commitment, which has been instrumental in the CompanyRss continued success.

25. INTEGRATED ANNUAL REPORT

The Company has voluntarily provided Integrated Annual Report for the financial year 2024-25, prepared as per IR Framework recommended by the International Integrated

Reporting Council and the same is aimed at providing the CompanyRss stakeholders a comprehensive depiction of the CompanyRss financial and non-financial performance. The Report provides insights into the CompanyRss key strategies, operating environment, risks and opportunities, governance framework and its approach towards long-term sustainable value creation across six capitals viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital.

26. OTHER DISCLOSURES

The Directors confirm that during the year under review and as on the date of this Report:

a. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

b. The Company has not issued shares (including sweat equity shares) to employees under any scheme.

c. There was no revision in the financial statements.

d. There has been no change in the nature of business of the Company.

e. The Managing Director & CEO of the Company did not receive any remuneration or commission from any of its subsidiaries.

f. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and CompanyRss operations in future.

g. There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

h. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 corporate insolvency resolution.

i. There was no instance of one-time settlement with any Bank or Financial Institution.

j. There are no agreements defined under clause 5A of paragraph A of Part A of Schedule III of the SEBI Listing Regulations that are binding on the Company.

The Company has been in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, during the financial year.

27. ACKNOWLEDGEMENT

The Directors take this opportunity to thank the Central and State Government Departments, Organizations and Agencies in India and Governments of various countries where the Company has its operations for their continued support and co-operation. The Directors are also thankful to all valuable stakeholders viz., customers, vendors, suppliers, banks, financial institutions, joint venture partners and other business associates for their continued co-operation and excellent support provided to the Company during the year. The Directors acknowledge the unstinted commitment and valuable contribution of all employees of the Company.

The Directors also appreciate and value the trust reposed in them by Members of the Company.

28. ANNEXURES

The following annexures form part of this Report:

a. Nomination and Remuneration Policy - Annexure RsARs

b. Secretarial Audit Report - Annexure RsBRs

c. Annual Report on Corporate Social Responsibility - Annexure RsCRs

d. Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo - Annexure RsDRs

e. Information under sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 - Annexure RsERs.

For and on behalf of the Board of Directors